The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018

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The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018
The Governance Professional… 20 Years On
        Victoria, BC • August 19-22, 2018

     20th Annual Corporate Governance Conference
            Fairmont Empress Hotel | Victoria, BC

          To register today or for more information, visit

   www.gpcanada.org/AnnualConference
The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018
Conference
            at a Glance
    Pre-Conference:
    Sunday, August 19

    •   Optional local tours
    •   First-timers’ Welcome Reception
    •   Welcome Reception
    •   Optional Dine Around Victoria
                                              The Governance Professional... 20 Years On
    Day One: Monday, August 20
                                              This year marks the Governance Professionals of Canada’s 20th annual conference and as
    •   Annual General Meeting
                                              we reflect back on the past 20 years and the changing corporate governance landscape,
    •   Opening Keynote
                                              it has rarely been as complex and fraught with risk and uncertainty as it is today.
    •   Plenary Sessions
    •   Roundtable Discussions
                                              The role of governance professionals has become pivotal to organizations across
    •   Closing Plenary
                                              sectors in Canada. Issues arise which require organizations to lean increasingly on the
    •   Free evening for delegates
                                              governance professional for guidance. The annual Governance Professionals of Canada
    Day Two: Tuesday, August 21               (GPC) conference is the leading resource for governance professionals to stay current and
                                              informed, and to gain the knowledge and tools they need to support their boards and
    • Opening Keynote                         organizations.
    • Concurrent Sessions:
      • Track A: The Board and                This year, our content is themed around the evolution of the role of the governance
        the Governance Professional           professional, as well as issues relating to: The Board and the Corporate Secretary,
      • Track B: Critical Issues in           Critical Issues in Governance and Key Trends in Governance. We are pleased
        Governance                            to offer a hard-hitting program, the industry’s top product & service providers in our
      • Track C: Key Trends in                exhibitor hall, and social events to maximize networking AND fun.
        Governance
    • Workshops: Choice of 5                  Plenary and keynote topics on the program include:
    • Reception, Dinner &
      Entertainment                           •   Diversity in Canada’s Organizations – How the Governance Professional Can
                                                  Impact the Change and Conversation
    Day Three: Wednesday, August 22           •   Board Panel Discussion - The Governance Professional 20-years on - A board’s
    • Plenary Sessions                            perspective
    • Concurrent sessions: Choice of 3        •   The Chief Governance Officer - Elevating the Influence of the Governance
                                                  Professional
                                              •   How do Boards and Management Think About Creating a Cyber Resilient
         CPD hours and                            Organization?
                                              •   Climate Change – The Next Frontier for Corporate Governance
           CLE credits                        •   Key Trends and Updates in Corporate Governance Best Practices
    The 2018 annual conference program
    is eligible for CLE credits and CPD       Come experience beautiful sights, sounds, flavours and welcoming culture of beautiful
    hours. We are currently in the            Victoria. I look forward to hosting you there!
    application process and will provide
    the complete credit details as they
    become available.
    Sessions at the conference may also
    be eligible for ICSA, CPA, paralegal or
    other credits. Please check with your     Lynn Beauregard
    individual jurisdiction.                  President, GPC
                                                                                                Brochure printing courtesy of:
    Attendees registered for CPD or CLE
    hours for the conference will receive a
    certificate of attendance following the
    conference. Certificates of attendance
    may also be requested via email after
    the event.

2                            Register today at www.gpcanada.org/AnnualConference
The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018
Keynote & Plenary Speakers

        Tanya van Biesen                                 Richard Wilson, CISSP                                    Sarah Keyes
         Executive Director                              Partner, Cybersecurity &                             Sustainability Principal
          Catalyst Canada                                 Privacy, PWC Canada                                      CPA Canada

     Plenary Sessions

    Board Panel Discussion – The Governance Professional
    20-years on – A board’s perspective Monday, August 20 • 10:30 am – 12:00 pm

       The role of the governance professional has seen a significant evolution in the past 20 years. These last two decades have brought
       radical changes in the governance ecosystem, including legal, ethical, regulatory, structural and stakeholder-led influences, affecting
       governance processes and practices across all sectors. This has had a linear impact on the corporate secretary and governance
       professional. What was once perhaps more of a transactional role, has evolved to a much more strategic role today.

           Rahul Bhardwaj                      Margie Parikh                  Fiona Macdonald                        Dave Mowat
                   CEO                             Principal            GMP Capital, BC Ferry Authority,        Past CEO, ATB Financial
         Institute of Corporate                On Governance            Royal Canadian Mint,and Chair            Board Director, TELUS
                Directors                      Past Chair, MEC           of the BC Chapter of the ICD

     Sponsored by:

3                      Register today at www.gpcanada.org/AnnualConference
The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018
The Chief Governance Officer – Elevating
    the Influence of the Governance Professional
    Monday, August 20 • 3:45 pm – 5:00 pm

                                                                        Moderator: Liz Watson
                                                                  President and CEO, Watson Inc.
       Panelists:

          Karen Hoffmann                   Heather Laxton              Shona McGlashan                      Bill Wright
       Chief Governance Officer        Chief Governance Officer        Chief Governance            Vice President Risk, General
        & Corporate Secretary          and Corporate Secretary         Officer, Mountain            Counsel and Governance
               Vancity                  Wesdome Gold Mines          Equipment Co-op (MEC)          Officer, Edmonton Regional
                                                                                                        Airports Authority

                                                                                                   Sponsored by:

    Pre-Conference
     Sunday, August 19
     12:00 pm
     Registration Opens

     5:30 pm
     First-timers’ Welcome Reception

     6:00 pm – 8:00 pm
     Welcome Reception

     7:00 pm – 9:30 pm
     Dine Around Victoria
     A great opportunity to connect with your fellow
     attendees and to discover some of the great dining                                                         Photo © Tourism Victoria
     available in Victoria.

4                        Register today at www.gpcanada.org/AnnualConference
The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018
Conference Program                                                Speakers: Margie Parikh, Principal, On Governance,
                                                                      Past Chair, MEC; Fiona MacDonald, Board Member for
                                                                      GMP Capital, BC Ferry Authority, Royal Canadian Mint,
                                                                      and Chair of the BC Chapter of the ICD; Dave Mowat,
    Monday, August 20                                                 past CEO, ATB Financial and Board Director, TELUS

    7:30 am – 8:15 am
                                                                      Sponsored by:
    Breakfast in the Exhibitor Hall

    8:15 am – 8:45 am                                                 12:00 pm – 1:15 pm
    GPC Annual General Meeting                                        Networking Lunch in the Exhibitor Hall
                                                                      The GPC conference brings together a unique gathering
    8:45 am – 9:00 am                                                 of key suppliers of critical products and strategic solutions
    Opening Remarks                                                   to help the governance office achieve its objectives. There
                                                                      is no other marketplace like it in Canada! Exhibitor hall
                                                                      breaks are built in to the program to maximize your time
    9:00 am – 10:00 am                                                with these vendors and to have a chance to fully explore
    Opening Keynote: Diversity in                                     their solutions.
    Canada’s organizations – How the
    Governance Professional can impact                                1:15 pm – 2:15 pm - Roundtable Discussions
    the change and the conversation
                                                                      A.   ESG and the Board
    Speaker: Tanya van Biesen,                                        B.   Subsidiary Governance
    Executive Director, Catalyst Canada                               C.   Not for Profit
                                                                      D.   Crown and Public Sector
    Sponsored by:                                                     E.   The Board’s Role in Strategy and Oversight
                                                                      F.   Proxy System
                                                                      G.   Defining and Monitoring Board Policies
    10:00 am – 10:30 am                                               H.   Cybersecurity - Reporting to the Board (policies,
    Networking Break in the Exhibitor Hall                                 budgets, insurance, role of GP)

    10:30 am – 12:00 pm                                               2:15 pm – 3:15 pm - Roundtable Discussions
    Plenary Session:                                                  (Select from topics above)
    Board Panel Discussion – The Governance
    Professional 20-years on – A board’s perspective                  3:15 pm – 3:45 pm
    The role of the governance professional has seen a
    significant evolution in the past 20 years. These last two        Networking Break in the Exhibitor Hall
    decades have brought radical changes in the governance
    ecosystem, including legal, ethical, regulatory, structural and   3:45 pm – 5:00 pm
    stakeholder-led influences, affecting governance processes        Plenary Session:
    and practices across all sectors. This has had a linear impact    The Chief Governance Officer – Elevating the
    on the corporate secretary and governance professional.           Influence of the Governance Professional
    What was once perhaps more of a transactional role, has
    evolved to a much more strategic role today.                      Moderator: Liz Watson, President and CEO, Watson Inc.
                                                                      Panelists: Shona McGlashan, Chief Governance Officer,
    This session, moderated by Rahul Bhardwaj, CEO of the
                                                                      Mountain Equipment Co-op (MEC); Heather Laxton,
    Institute of Corporate Directors, will examine this shift
                                                                      Chief Governance Officer and Corporate Secretary,
    and look at how boards and directors view the role and
                                                                      Wesdome Gold Mines; Bill Wright, Vice President
    influence of the GP, and how they impact their boards,
                                                                      Risk, General Counsel and Governance Officer for the
    committees and organizations today. Panelists will explore
                                                                      Edmonton Regional Airports Authority; Karen Hoffmann,
    what directors need from GPs and discuss how GPs can
                                                                      Chief Governance Officer & Corporate Secretary, Vancity
    best partner with and support their boards to help lead
    their organizations through current disruptive times.
                                                                      Sponsored by:
    Moderator: Rahul Bhardwaj, CEO, Institute of
    Corporate Directors
                                                                      5:00 pm - Day Ends - Free Evening for Delegates

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The Governance Professional 20 Years On - www.gpcanada.org/AnnualConference - Victoria, BC August 19-22, 2018
Tuesday, August 21                                                 •   Leading practices suggest these positions have a dual
                                                                           reporting relationship -functionally to the board, and
    7:30 am – 8:15 am                                                      administratively to a Senior Executive. How can this be
                                                                           optimized?
    Breakfast in the Exhibitor Hall
                                                                       •   3 Best practices for managing the Corporate Secretary‘s
                                                                           relationship with the board
    8:15 am
                                                                       •   3 Best practices for managing the Chief Internal
    Opening Remarks                                                        Auditor’s relationship with the board
                                                                       •   Who Is Protecting Your Board? How Your Corporate
    8:30 am – 9:30 am                                                      Secretary and Chief Internal Auditor are Your Best
                                                                           Defense
    Opening Plenary: How do boards and
    management create a cyber resilient                                Speakers: Maria Capozzi, Principal, Office of the Auditor
    organization?                                                      General; Brian G. Brown CIA, CPA, CMA, C.Dir., CFE,
                                                                       Chief Audit Executive, Executive Division of the Canadian
    Cybersecurity is a board issue                                     Grain Commission/ Government of Canada, Julia Eastman,
    of key importance and there is                                 a   University Governance Researcher / Consultant, Adjunct
    clear mandate for all organizations to manage this risk            Professor, Gustavson School of Business, University of
    effectively. It is a complex topic that challenges the             Victoria
    governance professional to be well informed. Richard Wilson
    will lead a 2-part session to firstly share a unique, leading-
    edge cyber governance model that explains what good                Track B: Critical Issues in Governance
    “defence-in-depth” security governance looks like. Secondly,
    Richard will lead everyone through a ‘hands-on’ example of
                                                                       Session 1B: Managing Leadership Transitions:
    how to apply this governance framework within your own             Equipping the Board for Change
    board. The session will be a great combination of strategic        Leadership transition of an organization’s board chair, CEO
    thinking and practical application.                                or other executive is a risky time. How do you transform this
                                                                       situation from one of risk to one of opportunity?
    Speaker: Richard Wilson, CISSP, Partner, Cybersecurity &
    Privacy. PWC Canada                                                This session will combine leadership transition fundamentals
                                                                       with real life stories of Canadian leadership changes from
    Sponsored by:
                                                                       the past few years. Corporate (large and small), public sector
                                                                       and not-for-profit organizations can all benefit from being
                                                                       prepared for their next leadership change today.
    9:40 am – 10:40 am - Concurrent Sessions                           The discussion will explore:
                                                                       • Applying practical tools in the boardroom and in the
    Track A: The Board and the Governance Professional                     C-suite
    Session 1A: Who Is Protecting Your Board? How                      • Equip the board, organization, leaders and team to
    Your Corporate Secretary and Chief Internal                            have an exceptional transition
    Auditor are Your Best Defense                                      • Understand leadership transition including the role of
                                                                           the board
    Aside from the CEO, there are 2 other key roles within an          • Be able to recognize opportunities to contribute to
    organization that work directly with the board and often               leadership transition
    have a reporting relationship: the Chief Internal Auditor          • Increased awareness of risks and mitigating strategies
    and the Corporate Secretary.                                           during a transition
                                                                       Speaker: Jane Halford, Co-Founder, Bolt Transition Inc.
    Join our panel for a discussion about how these two roles          Dexter John, Executive Vice President at D. F. King Canada
    make all the difference in ensuring the effectiveness of
    your governance processes and strategic risk management
    activities.                                                        Track C: Key Trends in Governance
                                                                       Session 1C: Principles and Elements of Effective
    Our panelists will share with us important lessons about:
    • How to protect your board when difficult issues
                                                                       Executive Compensation Design
        emerge and more importantly, defend against such               With the advent of say-on-pay and intensifying scrutiny
        issues arising in the first place                              from shareholders, government and the public, executive
    • What roles do they play in protecting the board                  compensation has become a lightning rod for criticism and
        by ensuring it fulfills its governance functions, and          a symbol of how organizations govern themselves and
        demonstrates its due diligence?                                respond to the concerns of various stakeholders.
    • If a crisis arises that the board has to handle (especially
        if it has to do with the CEO), how do these two                This session will focus on:
        roles help the board deal with such a critical matter          • Best practices for governance professionals to support
        effectively?                                                        HR Committees

6                       Register today at www.gpcanada.org/AnnualConference
•   Aligning executive compensation design with                 current status as well as future initiatives. Speakers will also
        business strategy and performance                           delve into barriers which face diverse board candidates and
    •   Addressing shareholder concerns regarding executive         provide tips on how to advise nominating committees and
        compensation design                                         board as a whole in their strategies on attracting diverse
    •   Understanding the key guiding principles for                candidates.
        executive compensation design
                                                                    Participants will:
    Speaker: Ryan Resch, Managing Director,                         • Have better knowledge of existing initiatives to
    Willis Towers Watson                                                 promote and increase diversity on corporate boards
                                                                    • Understand barriers to entry for diverse board candidates
    Sponsored by:                                                   • Practical tips on advising boards in their process of
                                                                         increasing diversity
                                                                    Moderator: Christopher Chen, National Director, Total
                                                                    Rewards, Korn Ferry Hay Group
    10:40 am – 11:10 am
                                                                    Speakers: Alena Thouin, Deputy Director, Legal Services,
    Networking Break in the Exhibitor Hall                          Government of Ontario; Jo-Anne Matear, Manager,
                                                                    Corporate Finance, Ontario Securities Commission;
                                                                    Elisabeth Cooke, Managing Director, Inclusivity;
    11:10 am – 12:10 am - Concurrent Sessions                       Caroline Codsi, President and Founder, Women in
                                                                    Governance
    Track A: The Board and the Governance Professional
                                                                    Sponsored by:
    Session 2A: Modernizing Your Board and
    Governance Framework

    Many organizations have not evaluated or refreshed their        Track C: Key Trends in Governance
    governance framework and practices since incorporation.
    In an era of unprecedented change, this session will help       Session 2C: Best Practices in Shareholder
    governance professionals evaluate and refresh current           Engagement
    practices and identify ways to modernize the board.
                                                                    In recent years there has been an increase in shareholder
    This session will explore updating long-standing and            activism in Canada and proper preventive measures
    inherited practices to be current with new and best             are critical to mitigate the risks associated with this.
    practices in governance, legislation, technology, and           Engagement by the board has evolved into regular
    record keeping.                                                 meetings with shareholders without management present
                                                                    as an expectation.
    Discussion will cover:
    • Checklists for governance essentials                          This session will discuss:
    • Process for identifying and evaluating current                • How does the board and management navigate this
        practices and information                                        new era of shareholder engagement?
    • Ways to update long-standing, inherited information           • What topics are appropriate for the board to discuss
        and records                                                      and what should be left to management meetings
    • Materials for hand-out and future use                              with shareholders
                                                                    • What are the benefits of a shareholder engagement
    Speaker: Ivy Lumia, Canadian Centre for Occupational                 policy?
    Health and Safety; Dottie Schindlinger, VP Governance           • Hear stories of what worked and what didn’t work
    & Technology Evangelist, Diligent                                    from GC’s who have changed their practices
                                                                    • Hear from an institutional investor about what they
    Sponsored by:
                                                                         expect in terms of enhancement and why
                                                                    • Consider adopting a policy
                                                                    • Knowing your shareholders and understanding the
                                                                         influence of proxy advisors ISS and Glass Lewis
    Track B: Critical Issues in Governance                          • The growing influence of governance conscious
    Session 2B: Diversity on Corporate Boards and                        institutional shareholders
    Organizations: Where Are We Now?                                Speaker: Wendy King, Legal Risk and Governance,
                                                                    Capstone Mining
    The session will focus on the existing and future initiatives
    with respect to increasing board diversity. The speakers
    will delve into lessons learned, current state and the trends
                                                                    Sponsored by:
    around future steps. The session will provide data on

7                      Register today at www.gpcanada.org/AnnualConference
Track C: Key Trends in Governance
    12:10 pm – 1:40 pm
                                                                         Session 3C: The Corporate Governance Regulatory
    Luncheon
                                                                         Landscape: A Discussion on New and Developing
    1:45 pm – 2:45 pm - Concurrent Sessions                              Regulations Affecting You and Your Organization
                                                                         This session will review the current regulatory landscape
    Track A: The Board and the Governance Professional                   and discuss the latest changes, trends and need-to-know
    Session 3A: What Role Should the Board Play in                       developments to be on the lookout for, which may impact
    Organizational Culture?                                              your disclosure, governance processes, or policies in your
                                                                         organization.
    Board culture either can act like a jet engine, propelling your
                                                                         Speakers: Lara Donaldson, Director, Regulatory and Industry
    board forward, or a drag-parachute, holding it back. This
                                                                         Affairs, Computershare; Jo-Anne Matear, Manager, Corporate
    session is about identifying specific cultural attributes you need
                                                                         Finance, Ontario Securities Commission, Nazma Lee, Senior
    in the boardroom and organizations and how to be intentional
                                                                         Legal Counsel, Corporate Finance, British Columbia Securities
    about making that a reality. The cost of cultural impediments
                                                                         Commission; Shaifali Joshi-Clark, CPA, CA, CFA | Senior
    can be measured financially, and there is a direct connection
                                                                         Forensic Accountant | Enforcement Branch | Ontario Securities
    between positive cultures and superior financial performance:
                                                                         Commission
    If you can measure it you can change it.
                                                                         Sponsored by:
    In this session, we will facilitate a discussion about:
    • It starts with the board and board culture
    • How to get organizational culture on the board agenda?
    • What is the intersection between risk, culture and ethics?         2:45 pm – 3:15 pm
    • Tools boards can use to identify culture risks                     Networking Break in the Exhibitor Hall
    • Codes of conduct and walking the talk
    • Beyond behaviour and ethics…what other factors drive
         organizational culture (strategy, leadership, power,
         tolerance, diversity, etc)                                      3:15 pm – 5:00 pm - Concurrent Workshops
    • Mechanisms by which the board can determine, monitor               Mini Workshop A:
         and direct culture                                              Elected and Appointed Boards –
    • How the board determines and oversees (and sets the                Challenges and Solutions
         tone for) the culture of the entire organization
                                                                         This session will focus on the unique governance issues and
    Moderator: Mary C. Larson, ICD.d, CEO, L&C Strategic                 challenges faced by organizations that are not able to select
    Advisory Consultants                                                 or hand-pick their board members, and the ways these
                                                                         organizations work to ensure a high-functioning board.
    Speakers: Debra Brown, CEO and Founder, Governance
    Solutions Inc.; Christie Stephenson, Executive Director,             In co-operatives and credit unions, where directors are
    Peter P. Dhillon Centre for Business Ethics, UBC Sauder School       democratically elected, as well as in other organizations where
    of Business; Geoffrey D Creighton, In-House Counsel                  governments or others appoint board members, governance
    Worldwide, Past-President and Chair, CCCA                            professionals have to find ways to ensure their board members
                                                                         are adequately equipped to carry out their roles effectively. This
    Sponsored by:                                                        session will discuss some of the strategies and processes used
                                                                         by various companies.

                                                                         The session will explore:
    Track B: Critical Issues in Governance                               • Leading practices for orientation of a “lay” director
    Session 3B: Best Practices in Managing AGMs                          • Steps you can take to ensure a high functioning board
                                                                             even where they are not hand-picked
    •   How to reduce the cost of annual shareholder meetings            • What others are doing for ongoing director training needs
    •   CBA – how to handle and manage shareholder proposals                 for “lay” directors
        on the floor                                                     • Steps you can take to improve the candidate pool
    •   VSM - Virtual Shareholder Meeting                                • How to educate directors on operations so they can make
                                                                             good decisions while keeping them at the strategic level
    Speakers: Denise Ferreira, Director, Shareholder Services,
    Corporate Secretary’s Department, Sun Life Financial; Cathy          Speakers: Sheldon Stener, General Counsel and Corporate
    Conlon, Head of Corporate Issuer Strategy & Product                  Secretary, Federated Co-operatives Limited;Carmel Bellamy,
    Management, Broadridge Financial Solutions, Inc.                     Corporate Secretary and Senior Director, Member & Co-
                                                                         operative Relations,Co-operators; Marilyn Loewen Mauritz,
                                                                         Chief Transformation and Legal Officer, Central 1 Credit
    Sponsored by:                                                        Union

8                      Register today at www.gpcanada.org/AnnualConference
Mini Workshop B:                                            Mini Workshop D:
    Governance Best Practices for Not for Profit                Unique Corporate Governance Challenges Faced
    Corporations                                                by Public Sector Boards and the Governance
                                                                Professionals Who Support Them
    An examination of the elements that contribute to
    good governance for a not for profit corporation. The       This session will start with a brief overview of how
    session will outline factors to consider when adopting      the governance frameworks under which public
    governance best practices and how to customize              sector boards are structured differ from those in the
    governance practices to suit the organization.              private sector (e.g. the impact of constituting statutes,
                                                                government directives and policy decisions on board
    Topics to be covered will include:                          authority and agency etc.).
    • Overview of the different types of not for profit
        corporations and how that impacts governance            The session will then highlight key trends in corporate
    • Understanding essential elements of governance            governance and some of the challenges that public
    • Accountability in a not for profit context                sector governance professionals face in dealing with
    • Board size and composition                                these challenges (e.g. board succession planning,
    • Board role statements                                     director independence, executive compensation,
    • Codes of conduct                                          conflict of interest and political activity, impact of
    • Committee best practices                                  policy decisions and government direction on strategic
    • Tips for effective meetings                               planning, etc.).

    Speaker: Anne Corbett, Borden Ladner Gervais LLP            The session will conclude with 2-3 case studies derived
                                                                from real life public sector governance failures that
                                                                have been reported in the media. Participants will
    Sponsored by:                                               be asked to break into small groups and identify
                                                                the governance issue and recommend how they, as
                                                                governance professionals, would have advised their
                                                                boards to achieve a different outcome.

    Mini Workshop C:                                            Speakers: Sarah Neville, Director, Legal Branch,
                                                                Ontario Financing Authority; Antoinette Bozac, Chief
    Corporate Strategy Development and the
                                                                Legal Officer and Corporate Secretary at York Region
    Governance Professional
                                                                Rapid Transit Corporation
    Join Peter Wright and John Dinner as they debate
    the role the Governance Professional could or should
    play in the development of corporate strategy. Is the       Mini Workshop E:
    Governance Professional the point person for strategy       Paving the Path to Success: Creating a Customized
    development? Or should they remain the passive              Governance Framework for New Entities and
                                                                Emerging Companies
    observer of the process?
                                                                This session will provide key insights into the best
    As debate moderator, Doug McLean will offer his own         governance techniques and practices for those involved
    practical insights, as well as help keep the two sides      in creating and managing new entities or newly listed
    civil and focused as Peter and John bring their personal    organizations.
    experience, biases and knowledge to bear on this subject.
                                                                •   Learn how to customize the nuts and bolts of a
    In addition to having the chance to vote on which               governance framework for your organization
    side of the argument will carry the day, you’ll have        •   Hear case studies from experts working with new and
    the opportunity to consider possible options and                fast-growing cannabis and FinTech companies
    configurations, as well as go away with practical           •   Discuss governance issues when companies engage in
    insights and tools that will help you to solidify your          transformative transactions (such as a spin-out, new
    role when your organization next considers its future           entity or an initial public offering)
    direction.                                                  •   Building a culture of good governance, from the
                                                                    ground up
    Speakers: John Dinner, President, John T. Dinner
    Board Governance Services; Peter Wright, President,         Speakers: Deborah Rosati, Founder & CEO, Women
    The Planning Group; Doug McClean, Executive Director,       Get on Board; Kevin West, Founder, Skylaw
    FICOM
                                                                Sponsored by:

9                     Register today at www.gpcanada.org/AnnualConference
6:30 pm – 11:30 pm
     Closing Dinner
     Reception, Dinner and Entertainment

     Sponsored by:

     Wednesday, August 22                                       and discuss the implications for corporate governance
                                                                professionals.
     7:30 am – 8:30 am
                                                                Speaker: Sarah Keyes, Sustainability Principal,
     Breakfast                                                  CPA Canada

                                                                Sponsored by:
     8:30 am – 8:40 am
     Conference Recap
                                                                9:40 am – 10:40 am - Plenary Session
     8:40 am – 9:40 am - Opening Plenary Session
                                                                Key Trends and Update in Corporate Governance
     Climate Change – The Next Frontier                         Best Practices
     for Corporate Governance
                                                                Korn Ferry Hay Group works in partnership with the
     Climate change is a systemic and                           Governance Professionals of Canada (GPC) to conduct
     systematic risk with the ability to impact                 an annual survey on “Best Practices in Corporate
     nearly every sector of the global economy. Mainstream      Governance”. Companies all across Canada give
     investors, lenders, insurers, rating agencies and          their opinions on the evolving corporate governance
     regulators are seeking enhanced climate-related            landscape and its effects on the organization and
     information from companies to enable the efficient         executive compensation. This presentation will discuss
     allocation of capital in this transition.                  the results from our 2018 Best Practices in Corporate
                                                                Governance Survey and interviews with the Excellence
     Given the urgency of climate change issues, it is          in Governance award nominees. Chris Chen will
     essential that business leaders set a strong tone at the   provide their insights into executive pay practices,
     top on climate change action and that their boards         effectively mitigating risk and succession planning and
     are knowledgeable and actively engaged in creating         assessments.
     a strategy that addresses climate risk. Those that
     incorporate climate change into strategy will be well-     Speaker: Christopher Chen, National Director, Total
     positioned to take advantage of new opportunities. In      Rewards, Korn Ferry Hay Group
     this new era of increased attention to climate change
     issues, governance professionals have an opportunity to
                                                                Sponsored by:
     demonstrate leadership by proactively contributing to
     global best practices.

     This session will provide an overview of relevant          10:40 am – 10:50 am
     trends and developments related to climate change          Mini Break

10                       Register today at www.gpcanada.org/AnnualConference
10:50 am – 11:50 am - Concurrent Sessions                     How do Boards get ahead of these trends? What
                                                                   competencies do they need to build and how? What are
     Track A: The Board and the Governance Professional            their blind spots, and how can governance professionals
                                                                   and corporate secretaries help them manage this new
     Session 4A: EQ for the Governance Professional (and           and rapidly emerging development in the governance
     boards): How to Build Strong Relationships and be             professional field?
     an Influencer
                                                                   This session will shed light on a roadmap for boards
     The role of corporate secretary is not for the faint-         and those who advise them to anticipate and build best
     hearted. It is often a case of walking a thin line between    practices in board oversight of corporate sustainability
     management and board, liaising between them. When             performance.
     conflict arises it is difficult to escape the firing line.
     Dealing with senior executives and highly assertive           Moderator: Coro Strandberg, President, Strandberg
     board directors requires tact, diplomacy and emotional        Consulting
     intelligence (EQ). The ability to build rapport and forge
     strong relationships is essential to function effectively.    Speakers: Erin Poeta, Manager, Hugessen Calgary;
                                                                   Michelle de Cordova, Director, Corporate Engagement
     A corporate secretary rarely has the line authority of        & Public Policy, NEI Investments; Dave Mowat, retired
     a CEO or COO to force change. They need to be an              CEO, ATB Financial and Board Director, TELUS
     influencer, a governance advisor with credibility that the
     board will listen to.
                                                                   Sponsored by:
     This session explores attributes of the emotionally
     intelligent person; the approach to being an
     influencer, with particular reference to the demands of
     management and the board. It will equip attendees with
     the skills and attributes required to successfully navigate   Track C: Key Trends in Governance
     the minefield characteristic to the life of a corporate
     secretary.                                                    Session 4C: Moving Workplace Sexual Harassment
                                                                   up the Risk Register and Board Agenda - #Metoo
     Speakers: Paul Dubal, Manager, Subsidiary                     and the Boardroom
     Governance, BMO Financial Group; Heather Laxton,
     Chief Governance Officer and Corporate Secretary,             With movements such as #MeToo and #Time’sUp, we’re
     Wesdome Gold Mines                                            changing how we talk about equality, sexual assault, and
                                                                   harassment in the workplace.

                                                                   What does this mean for governance professionals and
     Track B: Critical Issues in Governance                        boards? Some issues we’ll explore in this session:
                                                                   • Board responsibilities for leadership in workplace
     Session 4B : Putting the G into ESG: The Role of the              culture
     Board and Governance Professional                             • The board’s role in crisis response to allegations of
                                                                       harassment
     Social and environmental issues are increasingly              • What if your board is the problem? How to deal
     becoming material for boards of directors. Climate                with individuals who are “untouchable”
     change, the low-carbon economy transition,                    • Creating and communicating the right values,
     demographic change, income inequality, urbanization,              ethical conduct, human resources policies and
     resource and water scarcity, millennial employees and             creating a healthy corporate culture that respects the
     consumers, and other issues are affecting the risks and           rights of workers
     opportunities of organizations, their supply chains and
     operating environments now and in the future.                 Speakers: Shona McGlashan, Chief Governance
                                                                   Officer, Mountain Equipment Co-op (MEC)
     Investor, shareholder, regulator, customer, employee and      Carol Liao, Assistant Professor at the Peter A. Allard
     other stakeholder expectations keep rising.                   School of Law, UBC; Debra Brown, CEO and Founder,
                                                                   Governance Solutions Inc.

11                     Register today at www.gpcanada.org/AnnualConference
Conference Rates
     Full Conference Registration:

                                                                                             Partner & Not-for-Profit
           		GPC Member                                                                          Organizations                Non-Member

                 Early-bird Registration                          $1,450                             $1,835                       $2,040
                 April 17, 2018 to June 24, 2018

                 Regular Registration                             $1,595                             $2,015                       $2,245
                 June 25, 2018 and onward

          Rates are quoted in Canadian dollars and do not include applicable taxes. Registration fees do not include accommodation, travel, airport
          transfers or participation in the optional tours. Partner organizations include: ICSA.

     Special Tickets
                                                                                                    Save more with
     Additional Sponsor Pass - $930                                                                 a GPC membership!
     Only available to sponsors of the GPC conference

     Guests/Companions                                                                              Become a GPC member today, and
     Your guests are welcome at the Conference Opening
                                                                                                    save immediately on your conference
     reception on Sunday evening ($40 per guest), Local Tours
     and Dine Around Victoria as well as at the closing                                             registration!
     dinner on Tuesday night ($100 per guest)
                                                                                                              Non-member registration
                                                                                                                    = $2,245
                                                                                                    ___________________________________________
     Additional Registration Savings!
                                                                                                          Member registration $1,595
     GPC MEMBERS: Refer a colleague to the conference.
                                                                                                           + GPC membership $540
     Members can register one non-member at the member
     rate - a savings of up to $495!                                                                               = $2,135
                                                                                                      _________________________________
     The more you register, the more you save!
     1st company representative – Full price                                                                     Total Savings = $110!
     2nd company representative – save 5% off registration
     3rd company representative – save 10% off registration
     4th company representative (or more) – save 15% off registration                                Join at www.gpcanada.org/join
     Note: Registrations must be completed at the same time for the discount fee to apply.

          Register now @ www.gpcanada.org/AnnualConference
     Cancellation Policy
     Cancellations can be made up to July 20, 2018. All cancellations must be received by email to conference@gpcanada.org and are subject to
     a $150 administration fee. No credits or refunds will be given for cancellations received after July 20, 2018. Attendee name substitutions are
     allowed at any time. Please email conference@gpcanada.org with the replacement contact’s information. No liability is assumed by GPC for
     changes to the program date, content, speakers, venues, or cancellation of the event. Refunds will not be issued for weather related cancellations.
     Local tours and optional activities are subject to the tour providers’ cancellation policy.

12                          Register today at www.gpcanada.org/AnnualConference
Optional Activities
      Pre-Conference: Sunday, August 20

      Saanich Peninsula Wine Tour (5.5 hours) - $168.00
      Visit some of the most established vineyards on Vancouver Island on this chauffeur driven wine tour! Tour includes stops at
      3 establishments including tastings at each. Enjoy lunch at a local bistro (included).

      High Tea at the Empress Hotel (1.5 hours) - $110.00
      A grand tradition for over a century, the world-renowned Fairmont Empress has served England’s most beloved ritual of
      afternoon tea to famed royalty, celebrities, and dignitaries alike. Reinvigorated in our timeless, sophisticated Lobby Lounge,
      Tea at the Empress will continue this quintessentially Victoria experience. Includes gratuities (15%)

      Guided Kayak Tour (3 hours) - $78.00
      A seaside exploration of historic Victoria Harbour. Visit Seal Island at the entrance to the harbour -OR- travel up the Gorge
      both options being equally exciting. On your kayak adventure, you will be greeted by harbour seals, great blue herons, and
      if really, really lucky an Orca whale.

      Kayak and paddling gear included | No experience necessary | Suitable for the entire family

      Whale Watching Tour (3 hours) - $119.00
      Your Whale Watching tour will take you through some of the world’s most breathtaking scenery. Everywhere you turn, the
      photographic opportunities are spectacular. Keep your camera clicking as our on-board naturalist shares the ecology of the
      beautiful environment that surrounds you. The 62-foot Ocean Cruiser Marauder IV is fast, quiet, stable and comfortable.
      Sit inside, outside, or on the top deck with the Captain – the viewing options are all terrific! Free hot drinks and a spacious
      bathroom make this 84-passenger boat suitable for all ages and abilities.

      Butchart Gardens (4 hours) - $75.00
      Butchart Gardens National Historic Site of Canada is an internationally-known public attraction that has been open to
      visitors since 1904. It is located on the Saanich Peninsula, approximately 21 kilometers north of Victoria, British Columbia.
      Whether it be the emerging leaves in the Spring, brilliant pink or white flowers of trees; the dazzling bedding plants framed
      in by sweeping lawns or the treat to the nose of a waft of a thousand scents of summer, Butchart Gardens has it all!
      When arriving at the Butchart Gardens you will be touring on foot, there are some stairs involved, but it is mainly
      wheelchair accessible. There are restaurants and cafes available for dining inside the Gardens. Please note: The entire
      property is smoke/vapour free and selfie sticks are not permitted.

      Golf (7 hours) - $167
      A beautiful championship course rated in the top thirty-five in Canada, amidst a dense lush North Pacific evergreen forest.
      Gardens abound the challenging 18 holes with many lakes, rock outcroppings, and even a few waterfalls. Each hole has a
      personality of its own, making for an exciting game that favours no specific shot, other than accuracy due to the tightness
      of some of the fairways. The signature hole is the 417 yard 17th. Playing downhill from the tee, the hole descends towards
      a natural waterfall that provides a dramatic backdrop. The Olympic View practice facility is the finest in Western Canada.
      Its natural grass tees, chipping bunkers and five target greens make for a realistic practice environment. Length from the
      Blue tees is 6530, with a slope of 133 and a rating of 72.0. This course is perfect for the golfer not minding tighter lies, and
      smaller target areas, along undulating fairways. This is a must play while visiting Victoria.

      Includes:
      • Return Transportation to and from The Empress hotel with
           driver gratuity included
      • Green Fees on chosen Golf Course
      • Shared Power Carts staged for the groups arrival.
      • Personalized golf car plaques
      • Range Balls to warm up and use of practice chipping area and
           greens.
      • Club Washing, Club handling from bus to power cart
      • Lunch box: Choice of Chicken Bacon Club or Vegetarian
           sandwich plus fruit, snack, granola bar, and juice
                                                                                                                    Photo © Bear Mountain Resort

13                 Register today at www.gpcanada.org/AnnualConference
Travel and Accommodation
                                              Where to Stay

                                              The Fairmont Empress
         Governance Professionals             721 Government Street
        of Canada 2018 Conference             Victoria, BC V8W 1W5
               Committee
                                              Reservations: Call 250-384-8111 and quote the group code: Governance
     Brigitte Catellier                       Professionals of Canada. Our rooms are $50 - $250 lower than the seasonal
     VP Corporate Governance                  average! GPC has negotiated a preferential room rate for the conference and
     Meridian Credit Union                    encourages you to make your accommodation arrangements at the host hotel.
                                              It is extremely convenient to be onsite, but it also ensures that GPC maintains
     Glenn Keeling
                                              its contract obligations with the hotel for overall conference and organization
     Senior Partner
     Global Governance Advisors
                                              benefit. *Rates and room block are valid until July 18, 2018 after which
                                              accommodation is based on general hotel inventory.
     Cyndie Kremyr
     Independent Director                     Room                                                   Price
                                               Fairmont or Deluxe                                    $229
     Josee Turcotte
     Senior Vice President,
                                               Harbourview Deluxe                                    $279
     Corporate Secretary,                      Signature                                             $319
     Head of Governance                        Junior Suite                                          $319
     HSBC
                                               One Bedroom Cityview Suite                            $379
                                               One Bedroom Harbourview Suite                         $429
                                               Two Bedroom Harbourview Suite                         $529
               GPC Staff Team                  Vice Regal                                            $729
                                               Fairmont Gold - City View                             $319
     Lynn Beauregard,                          Fairmont Gold - Harbourview                           $339
     President
                                               Fairmont Gold - Junior Suite                          $379
     Caroline Bucksbaum,                       Fairmont Gold - One Bedroom Suite                     $479
     Membership & Event Coordinator
                                               Fairmont Gold - Two Bedroom Suite                     $579
     Albert Orellana,                         *Rate does not include applicable taxes, gratuities and service fees.
     Manager, Events & Special Projects

     Letricia Fullerton,
     Manager, Administration, Education &
                                              How to Get There
     Special Projects
                                              The airport to arrive at is Victoria International Airport (YYJ) in Victoria,
     Mable Zheng,                             BC. There are flights on specific days and times that fly direct to Victoria,
     Accoutning & Finance                     however most options include a connecting flight from the Vancouver
                                              International Airport (YVR).
     Seare Araya,
     IT Administrator                         AIR TRAVEL: Official Canadian Airline: The official GPC airline partner for
                                              the 20th Annual Conference is WestJet. WestJet is providing 10% off Econo
                                              and 15% off Plusbase fares* for travel between Victoria, British Columbia and
                                              anywhere WestJet flies in North America. Travel from: August 12 – 29, 2018
                                              Coupon Code: QJC8HWM |  Promo Code: YYJ02

                                              TRAVEL FROM THE AIRPORT TO THE VENUE: The Victoria International
                                              Airport is approximately a 30 minute drive to The Fairmont Empress and the
                                              Victoria Conference Centre. Estimated one-way taxi fare is CAD $55-60 &
                                              hotel’s preferred taxi partner is Yellow Cabs. YYJ Airport shuttle drops off and
                                              picks up at the hotel. Estimated one-way fare is CAD $25.00. If you choose to
                                              use the shuttle, please mention the GPC conference to receive a 10% discount.

14                            Register today at www.gpcanada.org/AnnualConference
Thank you to our sponsors for their generous support

      Official Partner of GPC

        Printed Materials                                    App Provider

      Media

15              Register today at www.gpcanada.org/AnnualConference
20th Annual Corporate Governance Conference
                                     Fairmont Empress Hotel | Victoria BC | August 19-22, 2018

                                          The GPC Conference is the Premier Annual
                                          Corporate Governance Event in Canada.
                                          GPC hosts its 20th Annual Corporate Governance Conference in August 2018. This
                                          event brings together participants from all across Canada and is a unique opportunity
                                          to network with clients and colleagues. It provides invaluable opportunities to exchange
                                          ideas, discuss current challenges and share best practices. We provide relevant up-
                                          to-date information about the changing face of corporate governance nationally and
                                          internationally. The conference will feature three days of expert panels, workshops
                                          and breakout sessions on top of mind issues and the evolving corporate governance
                                          landscape in Canada and internationally.

                                          Each year this conference attracts over 350 governance professionals from leading
                                          Canadian corporations across all sectors and industries.

Who Should Attend: Chief Governance Officer •                         Three great reasons to attend:
Corporate Secretary • Corporate Counsel • Chief Officer/VP/           Gain insight on governance and risk management strategies
Director of: Corporate Affairs, Legal Services, Compliance, Risk,     to better serve your board.
Sustainability, Environmental, Social and Governance, Shareholder     Obtain current information & practical tools to help save you
Communications, Investor Relations • CEO • Corporate Director         time and resources.
• Board/Committee Chair • Executive Director • Governance             Network with your peers from across Canada.
Services, Product Providers and Consultants.

    Registration now open!
    Book now – the early-bird deadline is June 24!

  Visit us at www.gpcanada.org/AnnualConference
   and click “Register Now” to begin your registration.

                                   Governance Professionals of Canada (GPC)
                                    21 St. Clair Ave. E, Suite 802 • Toronto, ON M4T 1L9
                         1-800-774-2850 • 416-921-5449 • info@gpcanada.org • www.gpcanada.org
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